Author's Note: Hope you enjoyed the first chapter! In all honesty, I am not too proud of...the first 5-6 chapters x3 Tehee. Again, this is my take on how X-men 3 could have gone. After seeing it, I will say that this does not have any spoilers to the movie. Although...I did tend to take a few scenes from the previews in some chapters.

Summary: My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

Rating: Between T-M. There is a fair amount of language, semi-frequent mild adult-type-themes, and violence.

Main Characters (most main to lesser): Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby and more in later chapters

Pairings: major Scott/Jean, minor Scott/Ororo, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters

X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. .o


Chapter 2 -- A Fight Between Friends

Scott sighed when he finally opened his eyes. He rubbed his forehead as if trying to rid the minor, annoying pain of the headache, but his efforts were in vain. He squeezed his eyes shut and allowed himself to get lost in the darkness for a few seconds, and then he was suddenly aware of just where he was when he heard a weak sigh beside him.

"Damn it," he swore, recalling the previous night's events that were extremely burred in his own mind. "Somebody shoot me right now," he whispered, letting his hands fall like dead weights beside him on the sheets. He then glanced at the woman beside him and he blinked hard before deciding to force himself out of bed. He swallowed dryly as he found his footing on the wood floor, and then he stretched his neck side to side as he looked for his shirt.

Just as he reached for the now wrinkled cloth on the chair beside the bed, he hissed as he drew in a sharp breath. His breath grew heavier as he put a hand to his forehead again, feeling an unreal stab of pain erupt in his mind. "Ugh…what the hell…?" he breathed, retracting his arm slightly. He winced as he took another deep breath, and then he retrieved his shirt and pulled it on slowly while sighing outward. "Probably the damn drinks…" he hissed bitterly.

"Scott…?"

He froze, for he'd hoped to escape from the room before Ororo woke. He looked to her, and she was lying with her back to him, and he swore she was trembling. "Yeah," he replied, beginning to smooth out the sleeves of the shirt to busy himself.

Ororo closed her eyes regretfully as she shifted into a sitting position. She pulled the cover over her, leaving only her shoulders and up exposed. "I'm sorry," she whispered, looking to him painfully.

He arched an eyebrow and then looked down to begin buttoning his shirt. "Don't be," he said with an unenthusiastic chuckle, "I was the one who was drunk." He then suddenly withdrew one of his arms and took a slight staggering step back. This foreign pain seemed to be coming in waves now…

"You okay?" she questioned anxiously, edging closer to the man out of worry.

"Mm..mmmhmm," he mumbled, finding it hard to focus on anything but the pain at this point.

Suddenly a voice seemed to maneuver through all the cloudiness of the pain in his mind, calling to him, 'Scott…Scott.'

He gave a heavy outward sigh as he balanced himself shakily against the wall, and then he replied, '…Professor?' The two were communicating soundlessly thanks to Xavier's mental powers.

'Scott, come to the lab. Oh, and bring your visor…you may need it…'

His eyes flooded with concern from behind the dark glasses. 'What? What's wrong?' he questioned desperately.

'Just come…' Xavier's voice seemed stressed in Scott's opinion, and this worried him. What could possibly be happening…?

The man then looked up from the floor to Ororo again and quickly murmured, "Just forget about what happened." before he bolted down the hall, slightly wincing in pain from the growing headache.

Moments prior to Xavier's plea for help, he and Logan had been in the lab, silence ringing in their ears. Even the cautious steps Logan took to avoid making noise caused them to reverberate off the sleek silver walls.

He bit his lip as he looked down at his watch. "How long has she been here…been like this?" Logan asked quietly, running his hand over his mouth. Adrenaline caused thousands of questions to bound across his mind, but he couldn't find the words to express exactly what he felt…

Lying as still as death on the long operating table was a woman; the woman the X-Men had grown accustomed to calling Jean. Charles was watching over her carefully as she was being given detailed medical care, for he knew that as soon as she woke she'd be anxious and frightened. Logan had been looking for the professor to ask him about Jean's possible survival, and lo and behold he made his way to the lab to find the very woman lying before him.

Her face was emotionless, and her body was incredibly still. Yet everything else was the same: the slope of her skin, her closed eyes, her hair had grown longer, but…everything remained the same. Logan couldn't even begin express his relief, knowing that the woman he'd shed tears over was now alive.

"Logan, I will warn you now… Do not touch her. Even a minor brush against her skin could cause her to wake and cry or lash out in confusion and fright," Charles said firmly, looking over the woman for the millionth time; this woman whom he'd treated as his own daughter.

"Why? Wouldn't she just be relieved to know that she's alive and back home?" he questioned.

The professor sighed and looked up to Logan. "Logan," he began gravely, "this woman is not the Jean Grey we know and love."

Logan cocked his head slightly and arched an eyebrow, of course thinking this was ludicrous.

"She has little recollection of what went on at the incident at Alkali Lake, but from my observations, it seems that her powers have drastically evolved. I fear that if she wakes, she will lash out because she will not recall where she is," he continued. He then sighed and closed his eyes, hoping the observations were wrong. He then wheeled back to the table that the papers were scattered on, and he looked them over again.

Logan edged closer to the woman's side, and then he looked over her face, taking in the details like rays of the sun. "Hey…" he breathed, allowing his hand to go astray and hover over her body. "We all missed you…" His fingers grazed her neck.

That, of course, was a mistake.

A hand flew to Logan's wrist, and then the woman opened her dark eyes. Her lips parted and she hissed, "Where am I…?" as she dug her nails further into Logan's skin, fear beginning to sink into her mind.

"Logan!" Charles cried as he turned as a result of the sudden disturbance.

Jean's muscles rippled as they began to tense. Anger flooded into her like crashing waters, and then was coated with fear. Her eyes darted frantically from the nearing Charles to Logan, and then she leapt up to her feet on the operating table. Xavier's heart leapt forward, but he reminded himself that he must remain calm for this to flow as smoothly as possible…

"Jean…please calm down," Charles insisted gently.

"Don't," she barked, "call me that."

Logan stood at the opposite side of the table and he begged, "Please, Jean…just listen to the man."

"Shut up!" she shrieked, throwing her curled fists to her sides. The lights flickered slightly and her hair wavered in the non-existent breeze as she looked from one man to the other, a glaring hatred on her face. Her breaths grew heavy as she strained her muscles. She then threw her hands out from either side, thus causing Charles and his wheelchair to slide backwards, out of control, until he collided with the wall. Logan firmly planted his shoes to the ground, and thus he slowly slid backwards under Jean's pressure. When she looked from Charles to Logan and found that he was hardly struggling, she threw her hand out further, causing Logan to literately fly across the room, and smash heavily against the silver wall at the opposite end of the room.

This is when Charles had called for Scott.

Scott ran down the space of the empty room. His heartbeat had quickened and his breath was obviously expressing anxiety. He'd replaced his dark glasses with his visor as well.

"Professor…!" Scott called through the sealed door leading to the lab where the hidden danger lied.

The professor mentally forced the doors open, allowing Scott's entrance. 'Careful, Scott--' he warned.

Scott jogged in, his hand fingering the edge of his visor. 'Why say that…?' he began to question, but his words were shot dead when he entered the room. A word hovered behind his lips, but he couldn't find the voice to say it with.

"--because not everything is as it seems," the Professor finished verbally, just before the violent woman threw him further against the wall.

"…Jean?" Scott breathed, but she couldn't hear him over her repetitive vicious attacks to Logan and Charles, feeling as if her power was infinite. Her back was turned to him, and her blind confusion and fiery anger was enough to numb her senses of on-comers.

"Jean!" Scott yelled accusingly, advancing to the woman who stood atop the table.

Her head whipped around and she gave him a disapproving glare at first, then her breath faltered upon seeing the fain red gleam of his visor. Her eyes narrowed only the slightest amount, and then she threw the hand holding Xavier at Scott.

'Think fast, Scott.'

He was hurtled through the long room at an unimaginable speed. Paralyzed in disbelief, it was sheer luck Scott even heard the Professor, and his luck was only multiplied when he managed a semi-clear shot with his visor.

The light above Jean flickered off as it was loosened out of the ceiling from Scott's attack. A sickening creak echoed as the light fell out of the ceiling. Xavier picked up the remaining job of sending the light crashing down on the woman's shoulders, making her stumble as she tried not only to keep her balance, but her hold on Logan.

Scott then gave a faint cry of pain as his back hit smack center on the wall that was over 30 feet away. His breath was forced from his lungs, causing him to choke as he searched for air. He fell into a crumbled, slightly blooded heap where the wall met the floor. He continued to gasp painfully as he barely managed to keep himself off the floor…

"Jean…" he breathed, "…what did I do this time?"

He lied still, cold, unmoving. Mere moments ago, Scott had been bleeding slightly, but he'd been out cold from the sickening collision with the wall. Now being given a lengthy MRI; Scott was being checked for how broken he really was.

He lied calmly on his back, lips parted slightly as his weak breath escaped them. His glasses rested lightly on his face, and his chest was bare as his arms rested on either side of his body. The limp fingers then curled into fists as he murmured, "Jean…god, Jean…"

"I fear out strong leader has been shot down," Charles admitted with a sigh as he looked to the glowing confinement where the man who was rapidly regaining consciousness lied.

Scott began to stir, but his eyes were yet to wake.

'Scott,' Charles called to him reassuringly.

"What…what, I'm awake," he rasped, beginning to attempt to shift his weight.

'Don't move,' Charles commanded. 'The MRI will have to be completely redone if you move much more,' he concluded with a light chuckle.

"Why am I in here in the first place? All that happened was I hit the wall…no damage done…" Scott objected. Yet he sank against the white table top without further argument.

'Phoenix could have easily killed you. In fact, I am surprised that she did not. Be lucky that you are alive at this point,' Charles dodged Scott's questioning.

"Professor, please. More than enough times I've been hurt more than this," he objected again.

'Scott, I cannot afford to lose you, and you need now, more than ever, to be in the best health possible,' Charles replied firmly.

Silence greeted him this time. Arguing with the Professor further would be pointless.

So finally Scott uttered, "…where is she, Professor?"

The dull clapping of the MRI lights echoed eerily in the cylindrical enclosure. Scott sighed miserably, fearing Xavier's deliberate delay in response. His eyes fell closed as the lights continued to flash, without fail, in an almost mockingly manner. They shut off with the sound of the power whirring down. Xavier flipped a switch and the table Scott lied on slid of the machine and came to an abrupt stop before the wheel chair.

"I honestly don't know. She cut off her mental communication line with me," he replied somberly.

"What about Cerebro?" Scott pleaded.

"What about Cerebro, Scott? It was deliberately damaged by Stryker only a few months ago, if you had forgotten," Charles retorted.

"I'm going after her then," Scott barked stubbornly. He pushed himself off the table and fished up his shirt as he excused himself without giving the Professor a chance to object.

"Scott…" Xavier sighed regretfully. "Love is making you blind." He paused and then turned back to the unfinished work of cleaning up and shutting down for the day. "If you'd just open your eyes…" he whispered, "You may have seen the Phoenix before...but things have changed."

"John, come here please," the elder voice was sweet with disapproval.

The young man stumbled in, his legs still on fire from the demand of energy and the incredibly strong will to run. His unsteady, shuddering breaths were loud and pained. "Yes…sir…" he finally came to a stop in the massive room, putting his hands on his knees as he winced in slight pain. His side ached, and his lip bled as well.

"Did you have another run in?"

Pyro swallowed hard and replied lowly, "Yes."

Magneto arched an eyebrow in disapproval. "You know my response to these run-ins. They are not acceptable," he mused.

"I'm sorry sir…" he coughed, and then he sucked in a deep breath before returning to a full standing position.

"And by the looks of it, you lost, then fled," he continued in a voice next to monotone.

"Sir…I'm truly sorry…there wasn't any other option…" he halfheartedly objected as he wiped the crimson blood from his lip. Although, the taste remained embedded in his mouth.

"You let him win then. You let that pathetic excuse, what…what do they call him…Iceman? You fled from him, of all people," he barked, with his voice rising steadily. "You are weak."

"Sir…"

"Next time, you will kill him. He is an unnecessary nuisance. And then maybe even dear Rogue will agree with you…especially if you make it seem as if her dear Iceman was the one who betrayed her…I'm sure you can manage, hm?" Magneto continued, still unimpressed.

"But sir…that…that cannot be done without…" his words were shaking in uncertainty.

"It will be done, as it was done to me," Magneto held up a thin vial, then he carelessly tossed it to Pyro before turning away. The young man stumbled to catch it, and as he did Magneto strode away. "Do not fail me again, John. Do not fail me again."

"But sir…why would we need Rogue?" he called quickly.

Magneto paused in the distance. "Because its one less mutant against us, John," he replied plainly.

"God only knows how the others will react to seeing the effects…for the first time…" Pyro breathed, looking down at the vial between his fingers. "It very well may throw Cyclops…that pathetic leader, for a loop," he added with a smirk, tossing the vial up and then swiping it again. "Well I am curious to see how the big, bad boys will respond to an attack from their own," he chuckled.

Farther along the hall, opposite Pyro, Magneto sighed and rubbed his forehead. "Little does even the naïve Pyro know…that the dear X-men are loosing their incredibly tight grip of control. Faults and lies ensare them, but even as I speak…" he paused and chuckled, "Dear Cyclops will go chasing after the lies he believes are so true…" again he chuckled, "Do well, Phoenix. Do not let anyone shoot you down."

"Scott…Scott please…slow…down!" Ororo cried, her voice raising to a scream on the last word. She groped for his arm, and when she finally caught him, she attempted to claw into his skin. "Scott, please…stop being so…rash…" she cried again as he whipped his arm away. She stopped angrily, allowing Scott to continue on in an enraged storm. "Oh that's it," she hissed, throwing her fists to her sides.

As the sky cracked and groaned, Scott's head snapped towards the uncovered, and convientely open window beside him in the hall. "Shit…" he breathed, knowing that sooner or later Ororo was going to snap. Scott backed away from the window uneasily, but that wasn't enough to stop Ororo from causing a bolt of lightning to strike mere inches from the man.

"Okay…okay…" Scott breathed, peeling himself from the wall.

Ororo stood firmly in place with her hands on her hip, a deadly-cold glare on her face. "What the hell is wrong with you!" she barked, demanding answers.

He apparently had been holding his breath, so he gave a heavy outwards sigh. "Jean…is alive," he gasped.

Ororo's tightened face fell to an "oh" expression.

"I don't know what was wrong…but I need to find her. I need to at least get her back here, if nothing else," he finished.

Ororo nodded and then swallowed hard.

"What is it?" he questioned, an edge to his voice.

"You remember yesterday? Before the bar I mean…" she stammered.

He stuggled over the cloudy night's memories into the afternoon. "Somewhat…" he murmured, folding his arms. "Why?"

"That's what Xavier wanted me to bring you to the den for. He was going to tell you, and Logan, about Phoenix's sudden arrival," Ororo explained quietly. "She's been here for nearly a week, and she was just starting to look in better health yesterday," she added.

Scott gave another forced outwards sigh and raked a hand through his hair. "Shit…" he breathed, blinking hard as he looked at the clearing sky outside. "Boy, do I feel stupid…" he muttered embarrassedly.

"I'm sorry…" she whispered again.

"No…" Scott replied, turning away and heading down the hall again, more determined than before, "I'm going to find her."

"But you don't have any leads, Scott. A search would be next to pointless…" she replied, running a hand through her own hair in perplexity.

"I know where she very well might be," Scott replied, looking over his shoulder. "…and I'm heading out to that damn lake as soon as I get to my car."